Morin obtained his
Ph.D. in Experimental Condensed Matter Physics from Ohio State University in
1994, and on April 10, 1995, he began working for Milliken as a research
physicist. As a condition of his employment with Milliken, he was required to
sign a written Associate Agreement (Agreement). Morin was promoted to Senior
Research Physicist on July 13, 1998. While working at Milliken, he went to a composites
conference in California that Milliken paid for him to attend to get new
applications for their products. Afterwards, Morin began developing an idea to
create a high modulus multifilament polypropylene fiber, which is a fiber that
has a high resistance to stretching. Morin testified there was a possible five
billion dollar market for the fiber, but Milliken refused to support research
in multifilament fiber manufacturing when he presented it with the idea. Milliken
does not manufacture or sell any multifilament fiber to any third parties. Nor
does it possess any production equipment for the extrusion of multifilament
fiber.

Morin
resigned from Milliken on May 17, 2004, and registered his company, Innegrity,
LLC, with the South Carolina Secretary of State the same week.[1]
On November 5, 2004, Morin filed his patent for Innegra-S, a high modulus multifilament
polypropylene fiber, and immediately assigned the patent to Innegrity. To
promote his new fiber, Morin gave a presentation at InnoVenture in Greenville,
South Carolina, in May 2005.[2]
On June 21, 2005, Milliken's counsel sent Morin a letter demanding he stop his
work with the Innegra product because the activity violated Morin's Agreement
with Milliken. Furthermore, Milliken asserted Morin's invention, Innegra-S, belonged
to Milliken pursuant to the Agreement. In a response letter, Morin claimed he
did not experiment with or develop any of his technology using Milliken's
equipment, information, or time.[3]
The letter also proposed a meeting with Milliken to discuss possible resolutions;
however, Milliken did not respond and instead filed an action against Morin and
Innegrity.

Milliken's
Amended Complaint alleged nine causes of action: (1) breach of contract (inventions
assignment provision); (2) breach of contract (covenant not to compete); (3)
breach of contract (confidentiality provision); (4) misappropriation of trade
secrets; (5) unfair trade practices; (6) breach of the implied covenant of good
faith and fair dealing; (7) breach of contract accompanied by a fraudulent act;
(8) conversion; and (9) breach of the duty of loyalty. The causes of action
for conversion and violation of the South Carolina Unfair Trade Practices Act
were the only causes of action against both Morin and Innegrity. In his Answer
to Milliken's Amended Complaint, Morin asserted nine defenses including claims
that the Agreement was unenforceable and was void under public policy. Morin
filed an Amended Answer, asserting five counterclaims: (1) breach of contract;
(2) breach of contract accompanied by a fraudulent act; (3) breach of the
implied covenant of good faith and fair dealing; (4) fraud and
misrepresentation; and (5) violation of the South Carolina Unfair Trade
Practices Act.

Morin
filed a Motion for Summary Judgment arguing, among other things, the
Agreement's covenant not to compete provision, the inventions assignment provision,
and the confidentiality provision were unenforceable. The motion was denied. Shortly
before trial, Milliken voluntarily dismissed four of its causes of action with
prejudice, including its two causes of action against Innegrity for conversion
and violation of the South Carolina Unfair Trade Practices Act. Morin filed a
Motion for Judgment as a Matter of Law, asserting Milliken's claim for the
assignment of several patents currently held by Innegrity fails as a matter of
law because Innegrity was dismissed from the case.[4]
After Milliken rested its case, Morin moved for a directed verdict on all
causes of action and the relief sought by Milliken relating to the patents and
patent applications owned by Innegrity. The court denied the motion.

At
the conclusion of the trial, only four causes of action against Morin were
submitted to the jury: (1) breach of the inventions assignment provision of the
Agreement;[5] (2) breach of the confidentiality provision of the Agreement;[6] (3) violation of the South Carolina Trade Secrets Act; and (4) breach of the
duty of loyalty. The jury found Morin liable for breach of the Agreement,
under its inventions assignment and confidentiality provisions, and awarded
Milliken $25,324 in actual damages.[7]
The verdict form submitted to the jury contained a single blank for the jury to
award actual damages should it find Morin breached the Agreement. Neither
party objected to the form or requested a more detailed form. The verdict form
did not specify which action by Morin constituted a breach of the Agreement, or
what particular invention or confidential information was involved in Morin's
breach of the Agreement.

Milliken
filed a Motion for Equitable Relief and to Alter or Amend Judgment, and Morin
filed a Motion for Judgment Notwithstanding the Verdict, or in the Alternative,
for a New Trial. After a hearing on the motions, the court denied the motions
of both parties. Milliken appeals and Morin cross-appeals.

STANDARD OF REVIEW

An action for breach of contract based on an employment agreement
is an action at law. King v. PYA/Monarch, Inc., 317 S.C. 385, 388, 453
S.E.2d 885, 888 (1995); Moore v. Crowley & Assoc., Inc., 254 S.C.
170, 171, 174 S.E.2d 340, 341 (1970). In an action at law, on appeal of a case
tried by a jury, the jurisdiction of this court extends merely to correct
errors of law. Townes Assocs., Ltd. v. City of Greenville, 266 S.C. 81, 85, 221 S.E.2d 773, 775 (1976).
The factual findings of the jury will not be disturbed on appeal unless the
record does not contain any evidence that supports the jury's findings. Id.

LAW/ANALYSIS

I. Milliken's Appeal

Milliken
argues the circuit court erred in refusing to grant the equitable relief it
requested because the jury found Morin breached the covenants in his Agreement
and the verdict was only an award of nominal damages. We disagree.

Generally, equitable relief is available only where there is no
adequate remedy at law. Santee Cooper Resort, Inc. v. S.C. Pub. Serv.
Comm'n, 298 S.C. 179, 185, 379 S.E.2d 119, 123 (1989). "An 'adequate'
remedy at law is one which is as certain, practical, complete and efficient to
attain the ends of justice and its administration as the remedy in equity." Id. The party seeking an injunction must prove it has no adequate
remedy at law. Strategic Res. Co. v. BCS Life Ins. Co., 367 S.C. 540, 544,
627 S.E.2d 687, 689 (2006).

In its Amended Complaint, Milliken requested actual damages and
permanent injunctive relief on its claims for breach of contract. At trial,
Milliken presented evidence of past and future money damages it allegedly
suffered as a result of Morin's breach of the Agreement, specifically $1,403.26
in travel expenses for the conference Morin attended in California; $81,080.00
in benefits and salary compensation; $3,862.85 in paid unused vacation days;
and an estimated $60 to $65 million in future lost profits from the fiberglass
market.

The verdict form submitted to the jury contained a single blank to award actual damages
should the jury find Morin breached the Agreement under either the inventions assignment
provision or the confidentiality provision. Milliken did not object to the form; however, Milliken asked the judge to charge the jury on nominal
damages and suggested $100.00 as a symbolic nominal amount. In his charge to
the jury on actual and nominal damages, the judge did not charge the jury with
a specific amount for nominal damages, but stated "they have been referred
to as a trivial or trifling sum." Neither party objected to the charge.
The verdict form did not specify whether the damages were for Morin's breach of
the inventions assignment provision, the confidentiality provision, or both.

The
jury awarded Milliken $25,324.00 in actual damages, which is far from the
$100.00 amount Milliken requested as an example of nominal damages. Also, the
amount of damages awarded by the jury appears to be a specific amount that was
calculated by the jury in some manner, as opposed to a general amount such as
$25,000.00. Thus, we find Milliken had an adequate remedy at law, and the
trial judge correctly found Milliken was not entitled to equitable relief.[8]

II. Morin's Appeal

In his cross appeal, Morin argues the circuit court erred by finding the inventions assignment and confidentiality
provisions of Milliken's Agreement were enforceable.[9]
We disagree.

On
appeal of the denial of a motion for a directed verdict or JNOV, this Court applies
the same standard as the trial court and views the evidence in the light most
favorable to the non-moving party. Gadson ex rel. Gadson v. ECO Servs. of
S.C., Inc., 374 S.C. 171, 175-76, 648 S.E.2d 585, 588 (2007). "An
appellate court will only reverse the lower court's ruling when there is no
evidence to support the ruling or when the ruling is controlled by an error of
law." Id.

In
South Carolina, restrictive covenants not to compete are generally disfavored
and will be strictly construed against the employer. Rental Uniform Serv.
of Florence, Inc. v. Dudley, 278 S.C. 674, 675, 301 S.E.2d 142, 143 (1983).
The enforceability of a covenant not to compete depends on whether it is: (1) necessary
for the protection of the legitimate interest of the employer; (2) reasonably
limited in its operation with respect to time and place; (3) not unduly harsh
and oppressive in curtailing the legitimate efforts of the employee to earn a
livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported
by valuable consideration. Id. at 675-76, 301 S.E.2d at 143; Carolina
Chem. Equip. Co. v. Muckenfuss, 322 S.C. 289, 293, 471 S.E.2d 721, 723 (Ct.
App. 1996).

In Muckenfuss,
this court determined a covenant not to divulge trade secrets had the effect of
a covenant not to compete, and thus, was subject to the same strict scrutiny. Id. at 294, 471 S.E.2d at 723. In making its decision, the court found the section
substantially restricted Muckenfuss's competitive employment activities by
preventing him from using the general skills and knowledge he acquired at
Carolina Chemical; was unlimited in time and territory; was far greater than
necessary to protect any legitimate business interest; and was unreasonable
from the standpoint of public policy because of its effects on both the
employee and the competitive business environment. Id. at 294-95, 471
S.E.2d at 723-24. The court also noted the provision defined trade secrets
"so broadly that virtually all of the information Muckenfuss acquired
during his employment would fall within its definition." Id. at
296, 471 S.E.2d at 725.

Also,
in Nucor Corporation v. Bell, 482 F.Supp. 2d 714, 729-30 (D.S.C. 2007),
the South Carolina District Court found a non-disclosure agreement was subject
to the same requirements as a non-compete covenant. Using this standard, the
court determined the agreement was unenforceable because it defined "'confidential
information' so broadly that virtually all of the information Bell acquired
during his employment would fall within its definition" and "forbid[]
Bell from engaging in any employment similar to his employment with
Nucor." Id.

Morin
asserts that both the inventions
assignment and confidentiality provisions should be scrutinized under the
standards of a covenant not to compete because both provisions were overly
broad; harsh and oppressive in curtailing his legitimate efforts to earn a
livelihood; inappropriate as they prevent him from using the general skills and
knowledge he acquired at Milliken; and unreasonable from the standpoint of
sound public policy. However, the inventions assignment provision limited the
inventions to those made, authored, and conceived by Morin, either solely or
jointly with others, during his employment, whether or not during normal
working hours or whether or not at Milliken's premises, or within one year after
termination of his employment with Milliken. It did not apply to inventions for
which no equipment, supplies, facility, or proprietary information of Milliken were
used; that were developed entirely on an employee's own time; that did not
relate directly to the current or anticipated business of Milliken; or that were
not the result of any work performed for Milliken. Thus, the inventions
assignment provision was narrowly drafted to restrict the category of
inventions that were assigned to Milliken to those related to Milliken's
business or research, or that were created using Milliken's resources.
Furthermore, the inventions assignment provision was limited to one year and to
subject matter that Morin worked on or had knowledge of during his employment
with Milliken.

Milliken's
confidentiality provision limits the information to all competitively sensitive
information of importance to and kept by Milliken for three years.[10]
The three-year provision did not prohibit Morin from disclosing or using any
and all information he learned working at Milliken, or using the general
knowledge and skills he learned while working there. Furthermore, Morin
testified he could have obtained other jobs without violating the
confidentiality provision. Thus, the confidentiality provision did not
substantially restrict Morin's competitive employment activities.

Additionally,
Morin argues the provisions were unenforceable because they were unlimited in
territory. In Dudley, our supreme court found a "geographic
restriction is generally reasonable if the area covered by the restraint is
limited to the territory in which the employee was able, during the term of his
employment, to establish contact with his employer's customers." Dudley,
278 S.C. at 676, 301 S.E.2d at 143. Furthermore, "[w]hile 'the general
test is that contractual prohibitions must be geographically limited to what is
reasonably necessary to protect the employer's business . . . [p]rohibitions
against contacting existing customers can be a valid substitute for a
geographic limitation.'" Rockford Mfg., Ltd. v. Bennet, 296
F.Supp. 2d 681, 689 (D.S.C. 2003) (quoting Wolf v. Colonial Life and Accident
Ins. Co., 309 S.C. 100, 109, 420 S.E.2d 217, 222 (Ct. App. 1992)). Here,
the provisions were limited to competitors of Milliken, which is reasonably
necessary to protect Milliken's business. Therefore, we find the trial judge
correctly found the confidentiality and inventions assignment provisions of
Milliken's Associate Agreement were enforceable.

CONCLUSION

Therefore,
we affirm the circuit court's denial of Milliken's request for equitable relief
and the circuit court's finding that the inventions assignment and confidentiality
provisions of Milliken's Associate Agreement are enforceable.

AFFIRMED.

THOMAS and
GEATHERS, JJ., concur.

[1] Morin testified he is the president of Innegrity and
owns thirty percent of the company. He also testified there are thirty-eight other
investors.

[2] InnoVenture is a convention where entrepreneurial
companies can make presentations to prospective investors.

[3] Morin also testified he told Milliken his company
would not interfere with Milliken's business, and he planned for Innegrity to
be a customer of and supplier to Milliken.

[4] The court did not rule on Morin's motion at that
time, stating: "I think we can take care of that matter after we take care
of the jury. That would be something that I can hear you on at the end of the
verdict. It might not even be an issue, who knows. But if it is, then we will
address that later."

[5] Milliken's "Inventions Assignment" provision
is found in section A of the Agreement and is as follows:

With
respect to Inventions made, authored and conceived by me, either solely or
jointly with others, (1) during my employment, whether or not during normal
working hours or whether or not at Milliken's premises; or (2) within one year
after termination of my employment; I will:

a. Keep
accurate, complete and timely records of such Inventions, which records shall
be Milliken property and be retained on Milliken's premises.

b. Promptly
and fully disclose and describe such Inventions in writing to Milliken.

c. Assign
(and I do hereby assign) to Milliken all of my rights to such Inventions, and
to applications for letters patent, copyright registrations and/or mask work
regulations in all countries and to letters patent, copyright registrations
and/or mask work registrations granted upon such Inventions in all countries.

d. Acknowledge
and deliver promptly to Milliken (without charge to Milliken but at the expense
of Milliken) such written instruments and to do such other acts as may be
necessary in the opinion of Milliken to preserve property rights against
forfeiture, abandonment or loss and to obtain, defend and maintain letters patent,
copyright registrations and/or mask work registrations and to vest the entire right
and title thereto in Milliken.

NOTICE:
This is to notify you that paragraph A of this Milliken "Associate
Agreement" you are being asked to sign as a condition of your employment
does not apply to an Invention for which no equipment, supplies, facility or
proprietary information of Milliken was used and which was developed entirely
on your own time, and (1) which does not relate (a) directly to the business of
Milliken or (b) to Milliken's actual or demonstrably anticipated research or
development, or (2) which does not result from any work performed by you for
Milliken.

In paragraph 4, the
Agreement defines "Inventions" as:

"discoveries,
improvements and ideas (whether or not shown or described in writing or reduced
to practice), mask works (topography or semiconductor chips) and works of
authorship, whether or not patentable, copyrightable or registerable, (1) which
relate directly to the business of Milliken, or (2) which relate to Milliken's
actual or demonstrably anticipated research or development, or (3) which result
from any work performed by me for Milliken, or (4) for which any equipment,
supplies, facility or Trade Secret or Confidential Information of Milliken is
used, or (5) which is developed on any Milliken time."

[6] Milliken's "Confidentiality" provision is
found in section B of the Agreement and is as follows:

"I
also agree not to use, disclose, modify or adapt any Confidential Information
as defined in paragraph 3 hereinabove until three (3) years after the
termination of my employment except as authorized in the performance of my
duties for Milliken."

In paragraph 3, the
Agreement defines "Confidential Information" as:

"all
competitively sensitive information of importance to and kept in confidence by
Milliken, which becomes known to me through my employment with Milliken and
which does not fall within the definition of Trade Secret above."

[8] We do not reach the merits of Milliken's remaining
issues because this issue is dispositive of the case. Futch v. McAllister
Towing of Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999)
(stating that if an appellate court's ruling on a particular issue is
dispositive of an appeal, rulings on remaining issues are unnecessary).

[9] Morin also argues that if one provision is found to
be unenforceable, the whole Agreement is unenforceable; however, we need not
address this issue because we find both provisions to be enforceable.
Furthermore, Morin raises this argument for the first time on appeal; thus, the
issue is not preserved. Pye
v. Estate of Fox, 369
S.C. 555, 564, 633 S.E.2d 505, 510 (2006) ("It is well settled that an
issue cannot be raised for the first time on appeal, but must have been raised
to and ruled upon by the trial court to be preserved.").

[10] The confidentiality provision is limited to three
years, and the inventions assignment provision is limited to one year after
employment. In Dudley, the court found a three-year time restraint was
not unreasonable. Dudley, 278 S.C. at 676, 301 S.E.2d at 143.